CODE OF VIRGINIA

AUTOMATIC CANCELLATION OF BUSINESS TRUST EXISTENCE (§ 13.1-1238.1)

A. Whether or not the notice described in subsection B of § 13.1-1254 is
mailed, if any business trust fails to pay its annual registration fee on or
before December 31 of the year assessed, its existence shall be automatically
canceled as of that day.

B. If any business trust whose registered agent has filed with the Commission a
statement of resignation pursuant to § 13.1-1222 fails to file a statement of
change pursuant to § 13.1-1221 within 31 days after the date on which the
statement of resignation was filed, the Commission shall mail notice to the
business trust of impending cancellation of its existence. If the business trust
fails to file the statement of change before the last day of the second month
immediately following the month in which the impending cancellation notice was
mailed, the existence of the business trust shall be automatically canceled as
of that day.

C. The properties and affairs of a business trust whose existence has been
canceled pursuant to this section shall pass automatically to its trustees as
trustees in liquidation. The trustees shall then proceed to (i) collect the
assets of the business trust; (ii) sell, convey, and dispose of such of its
properties as are not to be distributed in kind to its beneficial owners; (iii)
pay, satisfy, and discharge its liabilities and obligations; and (iv) do all
other acts required to liquidate its business and affairs. After paying or
adequately providing for the payment of all its obligations, the liquidating
trustees shall distribute the remainder of its assets, either in cash or in
kind, among its beneficial owners according to their respective rights and
interests.

D. No beneficial owner, trustee, or other agent of a business trust shall have
any personal obligation for any liabilities of the business trust, whether such
liabilities arise in contract, tort, or otherwise, solely by reason of the
cancellation of the business trust’s existence pursuant to this section.

HISTORY: 2008, c. 101; 2013, c. 25.